Bruce Lages

None of what took place after Ms. Z was determined to be ineligible to hold office was in accord with RONR. See RONR, 12th ed. 46:44-50 First, because you say that this election took place at the HOA annual meeting, I assume that it was the general membership of the HOA that was voting in this election and not the board. Please correct that assumption if it is not accurate. If it was the general membership, then under RONR, only that body, and not the board, can take the necessary steps to correct the error. So the board would have no authority to declare Mr. C, or anyone else, elected. Secondly, Mr. C would not be elected in any event. A disqualification of the winner of an election never causes the second place finisher to be elevated to the position. What you have is an incomplete election, which, under the rules in RONR, would be completed by the same body that held the initial election by another round of balloting. Re-opening nominations prior to the subsequent balloting would be in order under RONR. However, from the information provided it seems that Mr. C was not given the position, and the board 'elected' Mr. H. As stated above. If the initial election was conducted by the general membership, then RONR stipulates that the board has no authority to intervene, much less overrule the membership, in that election process. Only the general membership can complete the election. There are, however, two factors to consider in the process of completing this incomplete election: 1) if your rules state that board members serve for ' __ years and/or until their successors are elected', then the board member whose position was the subject of this election will remain in office until the election can be completed; and 2) if factor 1) does not apply and if for any reason the general membership cannot complete the election in a timely manner, you will be left with a vacancy in this position. If your rules authorize the board to fill vacancies they can elect or appoint someone to fill the vacancy. That person, however, only holds the office until the election can be completed, which, again, must be done by the general membership, and should be done as quickly as possible. Finally, since this is an HOA, it is very likely that your own rules as well as local ordinances might address some or all aspects of the situation you described, and any such applicable provisions would take precedence over the rules in RONR. You would be well advised to consult with legal counsel familiar with your organization's rules as well as applicable local law to determine the proper process to resolve this situation.

No - see the quote from RONR in Mr. Martin's response from June 15 above. 'New Business' is not remotely close to "clearly and specifically describing the subject matter of the motions or items of business to be brought up".

If the rules in RONR apply, i.e., an affirmative vote from a defined percentage of the number of members present and voting, then yes the motion passes. And, it passes whether the requirement is a majority vote (more than half) or a 2/3 vote (at least 2/3). Abstentions are ignored in these cases.

While you can't legitimately change the date, you could call the annual meeting to order on the specified date and then move to adjourn the meeting to re-convene on a different date of your choosing. The motion is Fix the Time to Which to Adjourn (RONR, 12th ed, §22), which can be immediately followed by a motion to adjourn. Both motions require a second, but if the original annual meeting time coincides with your major anniversary celebration there should be no problem finding two members for this purpose.

No rule in RONR would prohibit that. Any such restriction would have to be in your organization's own rules.

No one member can "call' an executive session. The body that is meeting can agree, as a body, to enter into executive session either by unanimous consent, or by a majority vote. See RONR, 12th ed. 9:24-27. Be aware that some organizations that are subject to local and/or state regulations may be limited in their ability to utilize executive session and in what topics may be considered in executive session.

Are you suggesting that the electronic vote wasn't counted originally? That seems rather unusual.

It seems to me that very likely all three criteria cited in 50:8 for determining when a standing committee must be authorized either in the bylaws or by a special rule of order are applicable to the Election Committee as described here: 1) the committee is charged with acting on specific matters related to elections, all of which, with the possible exception of "review and recommend election procedure changes" seem to be on the committee's own authority; 2) business regarding the election procedures, recruiting of nominees, conducting candidate forums, and announcing election results appears to be automatically referred to this election committee; and 3) the committee's assigned function clearly affects parliamentary procedures, namely those involved in election procedures and announcing election results. Therefore it seems apparent that this election committee cannot be established by a standing rule or ordinary resolution, but requires either a bylaw amendment or a special rule of order.

No - RONR, p. t48, Section VI.

It may be too late for this election, but do your bylaws spell out a procedure for filling vacancies in board positions?

Now I'm curious as to why, if, as you say, the vote requirement would be the same for a single meeting session, the inclusion of that lengthy conditional clause describing the type of meeting or session at the beginning of the first sentence, as well as the wording "if such a meeting..." in the bolded sentence was felt to be necessary.

No, that's not quite the whole story. Certainly the member making the motion for the previous question can withdraw his motion unilaterally before the chair has stated the motion - at that time the motion still is under the maker's control. But after the chair has stated the motion, i.e., put the motion into the control of the assembly, the maker of the motion can still try to have the motion withdrawn, but now the member must request permission from the assembly to do so. Permission is usually handled by unanimous consent, unless someone objects, and then it requires a majority vote from the assembly to allow the motion to be withdrawn. The 2/3 vote is required to adopt the previous question and cut off debate, leading to an immediate vote on the original 'question'.

It can be changed, but only if there are still actions included in the motion that have not been fully carried out. For example, if the motion was to paint the clubhouse red, and the painter has completed that job, then obviously that motion can't be changed at this time. Any action authorized by the approved motion that has not yet been carried out can be rescinded, or changed by amending the applicable portion of the original motion, using the motions to rescind. or to amend, something previously adopted. These motions require a majority vote if previous notice is given of the intent to make the motion, or a 2/3 vote or a majority of the entire membership without previous notice. See RONR, 12th ed., §35. Any member who is present at the time can make this motion.

As to formatting the ballot, that will depend on how many, and how many different, officer positions are to be elected. If your bylaws provide for multiple board positions with the same title, such as directors or trustees, and are not further distinguished in any way, then the nominees for those positions should be listed as a separate section on the ballot if you are also electing other officer positions, such as president, VP, etc. on the same ballot. Other officer positions with distinct titles should all be listed in their own separate section of the ballot. As stated above, each section should include not only the names of all nominees for that office but also blank lines for write-in votes. Unless your rules provide otherwise, members are able to vote for any eligible person and are not limited to only those who are nominated. When counting the ballots each section is treated as a separate election; candidates are elected if they receive a majority of the votes cast in that section of the ballot. Your bylaws should specify whether the membership elects people directly to specific positions on the board or just to the board, after which the board itself elects members to those positions. You can find information on ballot formatting in RONR, 12th ed., Section 45: 23,24,and 36.

A second is also not required if the committee presenting the motion is composed of more than one person.

No. RONR refers to the reading and approval of the minutes (in 41:9, among other places). But there is no need for a motion to approve the minutes. The chair should ask for corrections to the minutes, which are typically handled by unanimous consent or a majority vote if necessary, and simply declare the minutes approved when no further corrections are offered (41:10). Also, note that committees in general do not keep minutes; the final report to the committee's parent body serves as a record of the committee's work. During the committee's work the chair should keep notes of what was discussed and decided.

If the vote is on a motion there's no need to break a tie because a tie is less than a majority and therefore the motion fails. In the case of an election (which may be less likely in a committee) a majority is required to elect and since a tie is not a majority and chooses no one, you need to keep voting until a majority is reached. And under the rules in RONR, the chair never gets to vote twice on any issue.

Yes, minutes should be prepared and approved for an inquorate meeting. A primary reason for this is that scheduled meetings usually occur either by an act of the assembly or by a requirement in the bylaws, and there should be a record that such meeting were in fact held as scheduled. That is particularly true in your case since an annual membership meeting is very often mandated, with the date specified, in the bylaws. There absolutely should be a record that the annual meeting was held in accordance with the bylaws even if no business could be transacted. You are correct that those minutes will necessarily be very brief. The other issue raised by your post, however, is the failure to approve the annual meeting minutes for a year (or more). That is too long to wait. RONR recommends that in such cases the board, or a committee created specifically for this purpose, be appointed to approve the minutes of that meeting (9:22, 48:12), preferably within a short period of time. The membership will still have the ability to subsequently amend those approved minutes, at the next scheduled membership meeting or even later if necessary, by means of the motion to amend something previously adopted. .

Can you clarify whether these people are in fact members of the board? You refer to them as 'non-voting attendees' in one place and as 'non-voting members' in another. Do these people hold positions that are defined in your bylaws as board positions without a vote?

I don't think it matters what RONR says because your bylaws say "A majority of serving Board members shall constitute a quorum at any Board meeting", and I'm entirely certain that a deceased officer can not and does not qualify as a 'serving' board member.

Although the vote was sufficient to adopt the motions, if the chair declared the motions defeated and no one raised a point of order at the time that a majority of the votes cast were actually to adopt, then the chair's pronouncement of the results stands. The record (the minutes) should report the results as stated by the chair. The rule change motion that was erroneously declared defeated can be made again at the next meeting. And note that the motion to 'table' should have been stated as the motion to postpone to a certain time (RONR, 12th ed., Section 14) rather than the motion to lay on the table (RONR Section 17). Referring to the former motion as 'tabling' is a very common misconception, but the two motions are very different from each other.

I would also point out one major difference between a majority of the entire membership (MEM) and the other two criteria, a 2/3 vote and a majority vote (when previous notice is given). Both of the latter criteria are determined based on the number of members present and voting. For adoption of a motion in these cases, there must be either 2/3 or a majority of the votes cast in the affirmative. Members who are present and abstain, i.e., who do not cast a vote, have no effect on the outcome of the vote. In contrast, even though MEM can be used to pass a motion in the absence of previous notice, a MEM vote is not even possible if a majority of the entire membership is not present at the meeting. And even if a MEM is present, any abstentions will have the same effect as a 'no' vote, making it that much harder to adopt the motion. It should be clear that using MEM as a voting threshold is only advantageous, especially when compared to a 2/3 vote threshold, in relatively small groups such as boards, where most members are usually present at a meeting.

And to answer your other question, the secretary who prepared the 2022 AGM draft minutes should have signed (or should sign) those draft minutes (48:7). If they are getting approved at the 2023 AGM (which, as Mr. Novosielski has stated, is too long an interval) then the person who is secretary at that time should write "Approved" with the date and their initials on those minutes (48:14).

Why not just amend the bylaws to strike out that second sentence?

Yes, RONR addresses this issue specifically in the 12th ed. 47:29. In an organization having multiple, ranked vice presidencies, unless the rules say otherwise, a vacancy in either the presidency or a higher ranking vice presidency is filled by the highest ranking remaining vice president and all lower ranking vice presidents move up one rank, so that the actual vacancy to be filled is in the lowest ranking vice presidency. In your case the 2nd Vice is now the 1st Vice and you will need to elect a new 2nd Vice.